Corporate Profile Seloga Holdings Berhad ("SHB") is a holding company with subsidiaries principally involved in construction and property development. SHB is listed on the Bursa Malaysia Securities Berhad [Stock Code: SELOGA 7641]. The wholly-owned subsidiaries of SHB, namely Seloga Jaya Sdn Bhd and Seloga Engineering Sdn Bhd are registered with the Construction Industry Development Board ("CIDB") with Class G7 license (no limit to contract sum) and Pusat Khidmat Kontractor ("PKK") with Class A license (no limit to contract sum). The projects undertaken by the SHB Group include among others, residential township such as Sime UEP and Wangsa Maju; office and shopping complexes such as Subang Parade and Cheras Leisure Mall, hotels and resorts such as Swiss Garden and Avillion Resort Hotel; the Meru Industrial Park; Labuan Sports Complex, Toll Plazas at Bukit Raja and Damansara; Kelana Jaya LRT stations; Taman Tun Dr. Ismail Mosque; Multimedia University Campus; Bintulu Port Authority Main Operations and Administrative Office and many more. SHB has an authorized share capital of RM500 million and a paid-up capital of RM111 million as at 13 April 2005. Corporate Mission Quality Policy Statement Seloga aims to be a top quality construction and engineering company through continual improvement. We are committed in providing services to our customers' satisfaction in accordance with the contractual requirement. Contents Notice Of the Ninth Annual General Meeting 2 Statement Accompanying Notice of the 4 Ninth Annual General Meeting Corporate Information 5 Profile Of Directors 6 Corporate Structure 8 Audit Committee Report 10 Corporate Governance Statement 13 Statement On Internal Control 18 Statement Of Directors’ Responsibility In 20 Relation To The Audited Financial Statements Additional Compliance Information 21 News Article 24 Chairman’s Statement 26 Penyata Pengerusi 31 Financial Statements 35 List Of Properties As At 31 December 2004 71 Analysis Of Shareholdings 73 Form Of Proxy Notice Of The Ninth Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting of Seloga Holdings Berhad ("the Company" or "SHB") will be held at Sheraton Subang Hotel & Tower, Melati 1 & 2, 7 Jalan SS16/1, 47600 Subang Jaya, Selangor Darul Ehsan on Friday, 27 May 2005 at 10.30 a.m. to transact the following businesses: - AGENDA Ordinary 1. To receive the Audited Financial Statements for the financial year ended 31 December 2004 and the Resolution 1 Reports of Directors and Auditors thereon. Ordinary 2. To re-elect Dato' Lim Git Hooi @ Robert Lim who retires in accordance with Article 87 of the Company's Resolution 2 Articles of Association. Ordinary 3. To re-appoint Messrs Shamsir Jasani Grant Thornton, as Auditors of the Company and authorise the Resolution 3 Directors to determine their remuneration. 4. As Special Business to consider and if thought fit, to pass the following Ordinary Resolution, with or without modifications: - Ordinary AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 Resolution 4 "THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue and allot shares in the Company at any time until the conclusion of the next Annual General Meeting and under such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10 per centum of the total issue share capital of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such issue and allotment." 5. To transact any other business of which due notice shall have been received. BY ORDER OF THE BOARD SELENA LEONG SIEW TEE KANG SHEW MENG Secretaries Petaling Jaya 5 May 2005 2 SELOGA HOLDINGS BHD (361052-H) NOTES: 1. A Member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy may but need not be a Member of the Company and a Member may appoint any persons to be his proxy. The provisions of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company. 2. Where a Member appoints two or more proxies, the appointment shall be invalid unless the Member specifies the proportions of his holdings to be represented by each proxy. 3. Where a Member is an authorised nominee as defined under the Securities Commission (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or if the appointer is a corporation, either under its Common Seal or under the hand of its officer or attorney duly authorised. 5. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy thereof, must be deposited at the Registered Office of the Company at 312, 3rd Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty eight (48) hours before the time for holding the Ninth Annual General Meeting or any adjournment thereof. Explanatory notes on Special Business: Ordinary Resolution 4 The proposed Ordinary Resolution 4 if passed, is to give the Directors of the Company flexibility to issue and allot shares for such purposes as the Directors in their absolute discretion consider to be in the interest of the Company, without having to convene a general meeting. This authority will expire at the next Annual General Meeting of the Company. ANNUAL REPORT 2004 3 Statement Accompanying Notice of The Ninth Annual General Meeting STATEMENT ACCOMPANYING NOTICE OF THE NINTH ANNUAL GENERAL MEETING PURSUANT TO PARAGRAPH 8.28(2) OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD. 1. Name of the Director standing for re-election:- (i) Dato' Lim Git Hooi @ Robert Lim 2. Details of attendance of Directors at Board Meetings are as follows:- Total Total Number of Meetings % of No. Name of Directors Meetings Attended Attendance 1. Dato' Lim Git Hooi @ Robert Lim 8 8 100.00 2. Derek John Fernandez 8 8 100.00 3. Dato' Syed Md. Amin Bin Syed Jan Aljeffri 8 6 75.00 3. Place, Date and Time of the Ninth Annual General Meeting Place: Sheraton Subang Hotel & Tower Melati 1 & 2, 7, Jalan SS16/1, 47600 Subang Jaya, Selangor darul Ehsan. Date and Time: Friday, 27 May 2005 at 10.30 a.m. 4. Information on Director standing for re-election:- (i) Dato' Lim Git Hooi @ Robert Lim The Profile of the above director is set out on pages 6 to 7 of the Annual Report. 4 SELOGA HOLDINGS BHD (361052-H) Corporate Information BOARD OF DIRECTORS SENIOR MANAGEMENT SECRETARIES Dato' Lim Git Hooi @ Robert Lim Tan Sri Dato’ Seri Halim Saad Kang Shew Meng Chairman Chief Executive Officer MAICSA 0778565 Independent Non-Executive Director Koh Lai Huat Selena Leong Siew Tee Derek John Fernandez Chief Financial Officer MAICSA 7017630 Independent Non-Executive Director Nor Zainal Bin Abdul Rahman Dato' Syed Md. Amin Bin Syed Jan Aljeffri General Manager - Corporate Affairs SHARE REGISTRAR Independent Non-Executive Director Lim Weng Ho Epsilon Registration Services Sdn Bhd Deputy Managing Director 312, 3rd Floor, Block C, Kelana Square AUDIT COMMITTEE Seloga Jaya Sdn Bhd 17 Jalan SS 7/26 47301 Petaling Jaya Dato' Lim Git Hooi @ Robert Lim Tan Boon Chai @ Lee Boon Chuan Selangor Darul Ehsan Chairman Chief Operation Officer Malaysia Seloga International Corporation Sdn Bhd Telephone : 603-78062116 Derek John Fernandez Facsimile : 603-78061261 Zamani Bin Kassim Managing Director Dato' Syed Md. Amin Bin Syed Jan Aljeffri Seloga Engineering Sdn Bhd AUDITORS REGISTERED OFFICE REMUNERATION COMMITTEE Shamsir Jasani Grant Thronton Level 11-1, Faber Imperial Court 312, 3rd Floor, Block C, Kelana Square Derek John Fernandez Jalan Sultan Ismail 17 Jalan SS 7/26 Chairman 50250 Kuala Lumpur 47301 Petaling Jaya Selangor Darul Ehsan Dato' Lim Git Hooi @ Robert Lim Malaysia PRINCIPAL BANKERS Telephone: 603-78031126 Dato' Syed Md. Amin Bin Syed Jan Aljeffri Facsimile : 603-78061387 Appointed on 5 July 2004 Alliance Bank Malaysia Berhad Bumiputra Commerce Bank Berhad PRINCIPAL PLACE OF BUSINESS NOMINATION COMMITTEE EON Bank Berhad Wisma Seloga RHB Bank Berhad Derek John Fernandez No. 1, Jalan USJ 10/1A, Chairman 47620 UEP Subang Jaya Selangor Darul Ehsan STOCK EXCHANGE LISTING Dato' Lim Git Hooi @ Robert Lim Malaysia Telephone : 603-56372888 The Second Board, Facsimile : 603-56375227 Bursa Malaysia Securities Berhad Email : [email protected] ANNUAL REPORT 2004 5 Profile DATO' LIM GIT HOOI @ ROBERT LIM Chairman/Independent Non-Executive Director Dato' Lim Git Hooi @ Robert Lim, aged 65, a Malaysian, Chairman and Independent Non-Executive Director of the Company was appointed to the Board on 27 September 2002 and subsequently appointed Chairman of the Company on 22 January 2003. Dato' Robert Lim, is a Chartered Accountant. He was a practicing accountant until he retired from the profession on 31 December 1996. He is a member of the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of Accountants. Dato' Robert Lim started his career in the accounting profession as an articled clerk with DCA Robertson & Co., Perth in July 1960. He later joined Bell, Frost & Aitken, Perth and qualified as a Chartered Accountant before returning to Malaysia in 1966 to join Turquand Young & Company, Kuala Lumpur/Ipoh as an audit assistant. He worked his way up to the senior auditor level and left the Company at the end of 1970.